2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create
derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the
Software in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or
any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially
exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2;
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of
any such unauthorised access or use, promptly notify the Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or
holding company of the Customer.
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional Exports
in excess of the number set out in the Agreement Particulars and the Supplier shall grant access to the Services to such additional
Exports in accordance with the provisions of this agreement.
3.2 If the Customer wishes to purchase additional Exports, the Customer shall notify the Supplier in writing. The Supplier shall evaluate
such request for additional Exports and respond to the Customer with approval or disapproval of the request (such approval not to be
3.3 If the Supplier approves the Customer’s request to purchase additional Exports, the Customer shall, within 30 days of the date of the
Supplier’s invoice, pay to the Supplier the relevant fees for such additional Exports as set out in the Agreement Particulars and, if such
additional Exports are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as
applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as
4.1 The Supplier and Customer will meet within 7 days of the beginning of each quarter following the Execution Date to review the
Services, Exports, any Additional Exports the Customer has requested and the level of Support the Customer has used during the
4.2 If the Customer has increased its Exports and has exceeded the Support Hours by more than 10% of the Subscribed Service the
Supplier and Customer will negotiate an appropriate increase to the Contract Price for the remaining Subscription Term.
5.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
5.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week in
accordance with the Supplier’s Support Services Policy.
5.3 The Supplier will provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in
accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided in accordance with the
hourly rate detailed in the Agreement Particulars. The Supplier may amend the Support Services Policy in its sole and absolute
discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
6.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality,
reliability, integrity, accuracy and quality of the Customer Data.
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